Tyler B. Dempsey - Mar 19, 2023 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Role: General Counsel
Signature: /s/Tyler B. Dempsey
Stock symbol: RPAY
Transactions as of: Mar 19, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/21/2023, 05:00 PM
Previous filing: Mar 14, 2023
Next filing: Apr 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPAY	Class A Common Stock	Award	$0	+77.5K	+41.72%	$0.00	263K	Mar 19, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RPAY	Stock Option (right to buy)	Award	$0	+191K		$0.00	191K	Mar 19, 2023	Class A Common Stock	191K	$6.13	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing March 19, 2024.
F2	Represents a grant of a stock option to acquire Class A common stock of the Issuer that vests and becomes exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20 day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20 day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20 day trading period ending on or prior to March 18, 2028.

Content

Represents a grant of restricted Class A common stock of the Issuer that vests in four equal annual installments commencing March 19, 2024.

Represents a grant of a stock option to acquire Class A common stock of the Issuer that vests and becomes exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20 day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20 day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026 and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20 day trading period ending on or prior to March 18, 2028.